Bwen Forever: The Rebirth
by Kyuubi16
Summary: Ben tells Gwen his feelings for her and her response isn't so positive. Though with it out in the open, Gwen begins to doubt her own feelings. When it seems like she might not mind the prospect she realizes something. She's in love with him. Bwen. Auuman is the creator of this pic. Find more on Deviantart.
1. Confession

Ben and Gwen forever

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Bwen

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Adopted from Jerex

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Story Start

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It all began when they were children. There had always been some sort of animosity between Ben Tennyson and his cousin Gwen. Though as time went on that began to fade.

Then again considering she was only one of two people aware of his alternate identity besides his grand father Max; not counting any of his Nemesis like Vilgax, Kevin, or the likes, it would only make sense that with time Ben grew used to his cousin and vice versa. He didn't know when, but some time ago the arguments and insults slowly began to lessen between them.

It didn't help that he was also experiencing unusual feelings about his cousin that was driving him crazy. He wasn't sure how to deal with this and a result that boyish; the more immature part of him lashed out at Gwen which would result in more arguments and hostility that would temporary cause the feelings to wane, but of course that was only a temporary solution to his inner turmoil. It took him what felt like years to realize that that he was in love.

Of course like any normal teenage boy Ben's hormones came into play; he liked girls and until recently he kept them at arms length as he was a late bloomer in that social aspect as unlike other guys he had an excuse in the form of transforming into various aliens and being a kick-ass superhero; a nerd's wet dream more or less. Though Ben wasn't child anymore that could ignore these thoughts with simple mindedness. As he grew older he found it more difficult to ignore these sensations; seeking something else that wasn't about validation. He wanted, no, he needed Gwen, yet would she accept him?

She was his cousin for crying out loud and it just felt odd. Sure first cousin marriages were legal in many states in the US, but it was still looked upon as odd by the general populous. Though there were still these feelings inside of him; how much longer could he hide them? Would he be able to stop himself from admitting to Gwen how he felt?

Speaking of Gwen she was reading a book; completely engrossed in it as she sat at the back of the RV, while Grandpa Max was out fishing or collecting new and disgusting worms and things for making into meals. Either way it didn't matter, Ben approached Gwen calmly yet adamantly, no matter what he was going to get this over with. "Gwen?" said Ben, trying to attract her attention.

"Go away Ben," Gwen responded, "I'm busy."

"No, I…I need to talk to you," Ben said in response as she shuffled nervously from one foot to another.

"Can't it wait?" Gwen asked as Ben shook his head violently.

Gwen sighed as she placed down her book, folding her arms crossly and looks at her exasperating brother, her keen eyes observe that he appeared to be extremely nervous but was too annoyed with him to cut him any slack.

"What is it?" she asked in a huff, every time she did something no matter how small that she wanted to do, he always found a way to ruin it, sometimes she felt that he got a perverse pleasure out of giving her a headache.

"Well…" Said Ben losing his nerve he tails of unable to continue.

"Oh spit it out already" Said Gwen snappily

"I love you!" Ben blurted out in a panic as silenece followed.

"I love you too," Gwen growled, completely missing the point as she picked up her book she promptly ignores him and starts reading again.

Ben stands around next to her slightly dazed, she didn't understand maybe he should quit but he'd gone too far to give in now.

"Gwen,"Gwen sighed and slammed her book closed she leaned back and hits her head against the seat cover repeatedly.

"If I have to read the same paragraph one more time, I swear Benjamin Tennyson…" she left her threat at that, and glared at him.

Ben sits down and puts his hand on Gwen's, he massages her fingers slowly and Gwen is too shocked to pull away.

"Gwen I love you," said Ben "...you know I like girls right?"

Gwen snaps out of her revere "Of course, but you've never had a girlfriend," said Gwen as she realized what he was getting, '_he can't...he doesn't...'' _

"Well I love you like that."

Gwen recoils and pulls her hands away from him "Ben you...I...you idiot...I'm your cousin,'' she said as she began shaking her head. ''How can you possible be in love with me? I mean were always at each other's throat for heaven's sake!''

Ben considered this, ''Opposites attract,'' he remarked, please with himself.

"And where did you hear that?"

"Dunno but I've heard of it."

"Ben," Gwen rests a hand on her forehead "A relationship between two relatives is just so weird.'' she said then hesitated on the question that came to her mind. "Why would you think I felt like that about you?"

"I didn't," Ben responded, tears flowing freely down his face "...but I couldn't pretend everything was the same anymore, because it's not and I'm in love with you."

"Stop it, don't say that," Gwen stood up sharply, "We could never, even if we both felt like that; it's just something I couldn't consider and where would we stop been cousins and start being lovers?''

''Look...I don't know...it's not like I can help how I feel. Gwen I...''

Gwen turned away from him. ''Ben...just leave okay.'' Gwen said as she sat down and began massaging her temple. ''I need to think.''

Ben simply activated the Omnitrix and transformed into XLR8. '**'If that's what you want.''**He said before speeding out of the RV in a blur. She'd rejected him just as he expected but the depth of pain and hurt he was feeling was not what he expected. Could he...would he be able to go back and face her? He had no idea how Gwen was coping right now or if she would tell Max about their conversation. Reluctantly he calmed down and began thinking about it.

Giving a hoarse sigh Ben changed direction and sped back to the RV before it timed out with him only two miles away from the RV. With a sigh he continued walking, slowly this time and for some pain in the ass reason he had to walk the entire 20 minutes back as the Omnitrix remained timed out. Thankfully enough all the running and ducking from the Omnitrix timing out had left Ben quite athletically fit, or at least above average.

Ben was terrified by the prospect of what Max would say if Gwen in fact told them about the talk, but since Max didn't say anything if meant Gwen kept tight-lipped about the whole thing.

In fact he seemed to be under the impression that the pair had fallen out over some prank Ben pulled using the Omnitrix and so wisely left them to work it out on there own.

When it came time for them to turn in Gwen and Ben still hadn't spoken a word to each other, this couldn't go on forever so Ben approached her.

''I don't want to hear it,'' she remarked before he could open his mouth to speak. ''We have to live together and work together to save peoples lives, so I suggest we forget what happened this morning.''

Ben spoke in a very audible whisper, ''I can't.''

''I'm sorry...'' she said softly. ''I just can't...''

Ben climbed up into his bunk; pulling the cover over himself as he drifted off to sleep as silent tears dripped down. Gwen herself sheds a tear as she closes her eyes and turns over onto her side.

The next day was hectic, a large ice-form alien Ben named Abomanous was attacking a governmental facility; it seemed intent on turning everyone it countered into human popsicles. Even though Ben went Heatblast and fought freezing with frying, the match against Fire and Ice it was a close call.

Gwen looked at her cousin who was as white as the sheets that covered his unconscious form, Heatblast had been frozen solid at one point until his internal fire had melted his icy prison, and even though in the end Fire trumped Ice, if the Omnitrix hadn't de-activated when it had, Ben would have died along with Heatblast, he still might he was suffering acute hypothermia and was very cold and ill right now.

She stroked his cheek lovingly before she caught herself and pulled away, cursing; it was all Ben's fault him and his I love you claims she rationalized to herself. He had always been weird but for some reason she couldn't help but think he was cute while he was sleeping. '_Uugh what it wrong with me. There is just no way we could...''_Still it had been terrible to watch Ben suffer like that, to watch him almost die.

"Is he going to be okay?" Gwen asked as Max walked up, just stopping herself from asking if he's going to live.

Grandpa Max looked up at her, it frightened Gwen whenever he had that serious and uncertain look on his face, ''Ben,'' he hesitated for a moment. ''He'll recover but it might take awhile.''

"So he's, he's not going to... to," Gwen can't bring herself to say it. Max held her by the shoulders and looks her straight in the eyes as he reassured her,"Ben will heal; it'll just take longer then usual that's all.''

Gwen visibly relaxed, but despite her grand father's reassurance she couldn't bring herself to smile, only muttering a 'thanks grandpa' as she hugged him.

"Now I know you and Ben haven't been getting along lately...'' Max began, "...but I need you to put that behind you until he gets better, now I know Ben isn't exactly innocent in your…falling outs, but don't rise to him or take offense until after he's fully healed. He'll need our help right now, he may try and get a rise out of you because he's on the offensive and is vulnerable.''

"I understand," Gwen calmly noted; she smiles "I can play nice with him for what a few days, a week?" she asked as Max nodded.

''If you can I'd like you to keep him entertained, not the most easy or glamorous job for you I understand, but you know what a Ben plus Omnitrix equals; and with him being ill its a dangerous combination,'' he explained, "I'd keep an eye on him, but he needs someone of his own age group." he smiles."I haven't said anything as I didn't want to alarm Ben, but I haven't been feeling well lately. I'm getting up there in the years and I want to make the most of my retirement. This is why I insist on taking you and Ben on these Summer vacations. Simply a vacation with my grandkids,'' he said before letting out a tired chuckle,''...though these vacations been more interesting than what I had originally planned.'' he finished with a stretch and let out a yawn. ''It's getting late you should get to bed."

"Ben's using my bed," Gwen struggled to keep the resentment out of her voice, "Ben's bed or the floor Gwen."

"I didn't mean it like that." said Gwen as she walked away.

"I know, I know,'' Max said as he yawned again.

Gwen pulled the curtain across past the bunk and started to undress, and pulled on her pajamas, as she smoothed her pajama top down she turns round to see Ben his eyes open watching her, she jumps and curses mentally, "Ben" Gwen hissed darkly, "How long have you been awake!"

"If I tell the truth will you promise not to kill me?" Ben asked in a low hoarse voice he tries to sit up and flops down again. Gwen glares at him darkly but knew it was her fault as she could have changed in the bathroom. ''Do that again when your uninjured and you wont be for long?'' she threatened valely, as she climbed up onto Ben's bunk. Ben manages to feebly grab her leg,"Don go," he spluttered into a coughing fit.

Gwen jumped and helped him by rubbing his back; holding him in her arms as he breathed in and out deeply; she sighed s knowing that she'd have to forgive him after this. Ben did rest his head on her shoulder and began breathing in an easier pace.

"I'm not going to burp you," Gwen declared as she pushed him off her and gently lowering him back onto the bed. Ben smiled up at her and requested, ''...stay with me?''

Gwen shook her head, ''It's connected to that isn't it?" she asked as he nodded he nods his head. "Don't go please, please Gwen I'm begging you. I don't want to be alone," he looked at her his brown oval eyes seemed endless. She couldn't deal with this part of her wanted to refuse; part of her wanted to accept, and another part of her, a dark part that she never knew existed wanted her to kiss him deeply and meaningfully.

She took an average and went for the middle option, ''Just for tonight," Gwen told him warningly, but Ben warmly smiled as her. She snuggled sown into the covers with him as he wrapped his arms around her torso and snuggled up close. She found the touching not as unpleasant as she thought it would be and wrapped her own arms around him. Ben closed his eyes and nuzzled his head under her chin; his messy hair was tickling her. All to soon his squirming ceased as he fell into a deep yet dream filled sleep, Gwen continued to hold him close, protecting him, comforting him; it took her less time than usual to fall asleep with her cousin in her arms.

Max decided to check up on them before he decided to call it a night and smiled at the pair; they looked so cute together. He contemplated taking a photo for the family album but didn't want to cause them any unnecessary embarrassment to the "best of friends" he thought as he pulled the curtain back into place.


	2. That Morning

Ben and Gwen forever

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Bwen

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Adopted from Jerex

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Story Start

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Gwen slowly awoke, feeling hazy yet comfortable; a sense of warm and fuzziness that left her a bit confused. Rolling over to her side or at least she tried to she found something was in the way. That something or rather someone was next to her and on her side, in fact using her chest as a pillow! She opened her eyes wide and gasped surprised until she realized with both relief and embarrassment that it was only Ben. Suddenly last night came flooding back to her.

He was ill and needed comfort which she had supplied. She slowly breathed, unable to bring herself to disturb him. Closing her eyes she listened to the sound of his breathing; feeling the beat of his heart against her. '_His hair is a bit messy,'_ , she thought, she then wondered why the random thought drifted into the peaceful void of her mind which was then ruined when she noticed a tremor running along her form.

Opening her eyes again she saw Ben's form wracked with spasm's on his face which contorted with fear. His struggle and other visible actions made it easy to interpret that he was dreaming or more accurately having a nightmare. In response Gwen wrapped her around him and pulled him close to her, resting her chin down upon his head. She stroked his back and gently kissed the top of his head; calming him down. Despite the fact that Ben calmed down Gwen didn't let him go. She soon drifted off to sleep, falling into a blissful slumber.

Feelings of joy were what Gwen had awoken to, which even didn't diminish into annoyance when she realized Ben was drooling on her. She rolled over which resulting in Ben falling following by a yelp when he connected with the floor. 

Gwen giggles as she got up to her feet and grabbed her clothes before she entered the bathroom leaving Ben to pull himself up and back onto Gwen's bed.

After Gwen had washed, brushed her teeth and everything she emerged form the bathroom in her usual outfit ready to face another day to find Ben still snoozing in her bed.

"Ben!" Gwen called out to him with an annoyed huff. ''Quit drooling all over my sheets; I have to sleep there you know.''

''Sleepy,'' was all Ben said with a yawn.

"Come on sleepy head," Gwen cooed as she ticked him behind his ear, "...you can't sleep all day."

"Leave him alone Gwen," Grampa Max called to her from the kitchen where he was making breakfast "...he needs to regain his energy."

"Okay," Gwen made a motion to leave when Ben grabbed her arm.

''Stay here," he muttered, ''...need someone to annoy." she could see the same flash of desperation behind his eyes that she had seen the other night; only he had since recovered some of his former self.

Gwen found that she wasn't as creeped out at the thought of spending time with her weird cousin as she had been yesterday,''...alright," she found herself saying. "I'll bring you breakfast."

As she approached Max she became aware of the pungent odour of one of his home recipes "ewe", she wrinkled her nose in disgust "Please tell me that's an alien experiment gone wrong and not…"

"Breakfast is served,'' Max said with a grin, ''It's a suttel blend of various fungi and moss with the Buber pus of a…" he handed her the plate containing various shades of green and grey mush to Gwen who turns a peculiar and quite unique shade of green herself and holds up her hand forestalling a more detailed explanation. ''You honestly expect us to eat it?''

"Honestly no, I expect Ben to eat it if he wants to get better," upon hearing Ben's heartfelt groan he added, ''...and no hiding it this time Ben. This isn't a simple cold this time it could kill you, and no going hero either at least until you feel better."

Ben could only reluctantly nod as Max turned his attention back to Gwen, as he return to the kitchen; pulling a box of cereal from a shelf. ''Do you want anything?" He asked, shaking the box in her direction and roots around in the fridge for milk.

Gwen looks down at the plate in her hands and gulped "Just a glass of orange juice for me," Max looked up at her concerned, "Are you sure Breakfast? It's the most important meal of the day you know.'' Gwen gulped again and smiles charmingly, "I'm sure," she answered as she turned around and shuddered before carrying the tray up to Ben. She placed it on the bed beside him.

He rolls over and stares at it with one eye, "Do you think it tastes as worse as he smells?" he critically asked her as she sized it up which was followed up by a look of disgust.

''Probably worse," she answered him as she sat down beside him. ''But there is a silver lining,'' she informed him. ''I think it just moved; hey it's still alive!'' Ben exclaimed as he tried to sit up and lean back across the wall. ''Wait what silver lining?" he asks confused as Gwen grinned wickedly and picks up a spoonful of the gunk. "You're the only one who has to eat it" she informed him,'' Open wide''

Ben stared at her, "Your joking rig…" before he could finish Gwen jammed the spoon full of slop into his mouth. Ben's face went pale and he began gagging as a reflex in his throat forces him to swallow. Still pale Ben dry retches until a concerned Gwen hands him a glass of water, drinking it he recovers slightly.

"Oh I forgot to mention it sticks to your stomach which effectively prevents you from throwing it up" Max commented from the table before crunching another spoonful of cereal.

"That was horrible,;; Ben weakly declared as he flopped back onto Gwen's bed; gratefully allowing her to take the virtually empty glass from his weakened grip.

"About that bright side," Gwen began with a nervous smile. ''It'll either kill you or cure you."

Ben didn't smile as right now he wanted nothing more then chunk the gunk out of the window, but of course with Max right there he couldn't. Also he did wanted to get better so he picked up the spoon from where he'd spit it, shoving the mush into his mouth which stuck to his mouth.

Gwen watched with concern, it was like all the fire all the warmth, had been extinguished, apt analogies considering it had been an ice monster that had caused all of this.

Ben jerked as her hand brushed against his face, as if changing her mind she ruffled his hair up instead, "Eat up" she told him adding a wink before she turned around and walked into the kitchen, grabbing the box of cereal for herself. Ben stares at her back a rosy tint glowing in his cheeks he remembered just why he loved her, as he watched her as she sat down ready to eat her own, less disgusting meal.


	3. An Old Enemy

Ben and Gwen forever

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Bwen

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Adopted from Jerex

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Story Start

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Ben woke up early that morning feeling a little bit better, but still drained. He still couldn't those thoughts about Gwen out of his mind. He slowly sat up and breathed in softly and softly exhaled as he stood up. He looked around and noticed Max was gone. He checked around and found a cooked breakfast wrapped and a message indicating that he wouldn't be back for several hours. Ben walked over to the dresser where his clothes was and pulled out a pair. Boxers, green cargo pants, and a black and white shirt with a number ten on it. As long as it was black, green, and white Ben couldn't care for how the colors were arranged. He went over to the shower and took a nice long, hot shower and got dressed. Having been cooped up in the RV for so long he needed some rest.

In a few months he and Gwen will be fourteen and they would be entering High School. Exiting the RV Ben went about his way for a walk around the city. Good old Pennsylvania. Ben found himself walking by the Fulton Opera House, his hands in his pocket as he tried to focus on other things. ''Maybe Gwen's right? Maybe I should focus on other girls.'' he thought. He continued down the streets as the sound of car blared in the background. After another twenty minutes he came a stop on a park bench and began to rest. He had walked farther then he attended to and now he was tired.

After taking a rest for a moment Ben began making his way back to the RV, deciding on taking a shortcut through an alleyway and stumbled upon a shady duo. Ben quickly hid behind one of the dumpsters. ''Its quite simple, we need to get some Malachite, Chalcopyrite, and Andradite. It appears these humans keep such minerals at a Museum called the Wheatley Mine. I'll draw the attention of the Plumbers in the area to myself while you steal them.'' Ben peeked around the dumpster and couldn't help but gasp when he recognized one of the two shady characters. It was Kevin no doubt about it, and he somehow got his human form back. The other person's figure was cloaked in a trench coat and baretta with deep red skin. Suddenly the person disappeared from sight.

''So, looks like a nosy human has stumbled upon us.'' the creature said, appearing behind Ben. The shape shifter moved out of the way as the unidentified creature hands shot out and vaporized the dumpster on touch. ''Saves me a trouble of picking out my first victim.''

''Tennyson!'' Kevin hissed as he took something out of his pocket and his entire body was coated with a chrome shell. ''Always sticking your nose where it doesn't belong. This time you won't interfere.''

'Just this once...please, give me what I need just this once.' Ben thought as he cycled through the watch and settled on XLR8 when he slapped it. In a flash the spectral entity that was Ghostfreak materialized.

Kevin's companion paused, freezing his following attack in place as he recognized something about the situation that Kevin didn't.

''I see you have a new alien. That won't stop me from giving you the pounding you deserve!'' Kevin exclaimed as a dark chuckle echoed from the alien. ''What's so damn funny Tennyson?''

''The thought that you think you're going to win.''

''You're not going to beat me this time Tennyson!'' Kevin roared as he charged forward and attempted to punch only for him to phase right through and fall to the ground.

''Beat you...'' Ghostfreak replied in amusement. ''...no...I'm going to kill you!'' the specter menacingly finished.

Kevin snorted,''Get trying to act tough hero. You're no killer.'' sarcastically replied.

''Levin, he isn't getting.'' the older unidentified creature stated as he began materialized golden energy from his hand. ''That thing is an Ectonurite, there consciousness exists within a single cell. That creature, that isn't the Tennyson you told me about.'' he explained, the situation finally dawning on Kevin.

''Not that it'll help you. Now feed me your fear and screams.'' the specter rasped as it shot right at them.


	4. Rampage!

Ben and Gwen forever

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Bwen

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Adopted from Jerex

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Story Start

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"Grandpa!"

Max was startled, nearly dropping the device he was holding, surprised to hear Gwen's frightened voice as he was about to the RV. "Gwen? What's wrong?"

"Ben!" she said back, "He's not in the RV. I don't know where he went! Grandpa, I'm sorry!" she knew he was counting on her to watch him, but he was still sleep and she wanted to clear her head a bit.

"Gwen. Gwen, calm down." He heard Gwen take a deep breath to calm herself. "It wasn't your fault. You know how Ben is. He probably went out to get a breath of fresh air."

"But what if he got hurt? What if he wasn't as well as he thought it was?" Gwen asked.

"Relax Gwen, even Ben isn't that big of a magnet for trouble!" Max assured her. Seconds later their attention was drawn to that of an explosion. "Of course, I could be wrong."

Ghostfreak continued to toy with his prey. At the current moment he wasn't strong enough to attempt to break from the Omnitrix, so he was going to join this brief moment of freedom to enjoy himself while conserving as much energy as he could. The intensity of the shapeshifter's beams was quite harmful so Ghostfreak focused on taking him out first.

He had driven them towards the street, going through buildings to dodge their attacks. Cars were swerving and crashing into each other or buildings. People were crying, fleeing, and chaos was rampant. Ghostfreak made use of his Telekinesis to continue hurling objects, consisting of kitchen cutlery from the butcher and other shops at his targets while taking the opportunity to possess the driver of a pick-up truck and drove it at the shapeshifter. At the speeds the vehicle was driving the shifter realized he couldn't dodge both sharp objects and the vehicle so he threw up one of his hands and fired at the vehicle.

The Cunning Ectorunite had forced the mysterious alien to lower his guard. Rising out of the ground he shoved his claws into the head of the alien as the cutlery pierced the body of the cloaked feature. Violet fluid began to seep down his clothing as his body lifelessly dropped to the ground. To Ghostfreak's interest Kevin had covered himself in the same material as the sidewalk, rendering the telekinetically raised projectiles useless. **"Any last words Levin?"**

"Piss off freak!" Kevin snarled as he uprooted a streetlight. He swung It at the ghost alien, only for it to phase right through him. The sound of crashing drew Ghostfreak's attention. It was the Rustbucket barreling through some wrecked cards. He realized if he wanted to finish his quarry he needed to ask now.

He flew down to them and Kevin charged at him, but he shot out a tentacle and grabbed Kevin by the foot, and lifted him upside-down. He sensed a great deal of power from Kevin. Realizing that Kevin had Osmosian DNA he quickly began draining the power out of him. The sound of crackling filled the air and he turned out of the way, of incoming Mana disks. Gwen and Max had exited the RV, the latter readying the same weapon he used against the alien all those years ago out of a pack of other assorted weapons. **"No demands that I stop? No attempts to appeal to some better nature." **

"I learned a long time ago that some beings don't know the meaning of mercy!" Max said as he trained his weapon on the alien, but hesitated to fire.

The creature darkly chuckled. "That what makes you humans so weak. Your attempts at _mercy _ruins many potential opportunities to gain an advantage." He remarked as he tossed the unconscious teen aside. After all, he set his sights on a better alternative. Gwen. If he drained her of her power he could easily escape and corrupt the Omnitrix. Having been used by Ben several times he was able to pick up some things about the teen, and one of those things was the Anoditian ancestry. Ben didn't have the spark, but his cousin certainly did.

Max, who made a habit of studying about any potential enemy that he and his grandkids would encounter again put two and two together. Seeing as Ghostfreak still had the first layer, it meant he didn't successful possess the Omnitrix. Ben wouldn't have intentionally transform into the violate alien, meaning it must have been a random choice by the omnitrix and he was still too weak to try anything. Ghostfreak's species could absorb the power of other living things which meant.

"GWEN! Get out of here! NOW!" Max ordered as he began firing at the creature.

Gwen found herself momentarily stunned for a few seconds. Rarely had she ever heard panic in her grandfather's voice. **"Too Late Tennyson!" ** he hissed as he dodged around a firespell launched by Gwen. She began some chant and between them a violet barrier formed, causing the alien to be bounce back slightly. Raising his arm in an attempt to shatter it, he was blasted into a building from a shot by Max.

Gwen's barrier dropped and she collapsed to her knees. Such a quick succession of spells higher than she was used to doing had drained her. Ghostfreak floated back on the scene. "**Your weapon can't harm me Tennyson!" **he declared at the all too familiar sound of the Omnitrix timing out. "**You've gotten lucky this time Tennysons, but sooner or later I will return. Each time Ben has to use the Omnitrix brings him one step closer to releasing me, and when he does. I'll take great pleasure in ending your family line." **He ominously threatened. Since Max had already figured out what his plan was, he figured sowing seeds of doubt and fear would cause mental and emotional stress on the trio. He would wait until their darkest moment and strike. In a green flash the transformation ended and Ben collapsed in a dead faint.

"W-What happened?" Ben murmured a loud as he slowly sat up. He gasped and instinctively attempted to brought his hand down on the Omnitrix only for it to be stopped cold by a hand. ''Grandpa!" Ben exclaimed. "Where am I? Last thing I know this weird guy and Kevin were going to attack me and…" he groaned and clutched his head.

"Ben…I'll admit there were times I didn't always give you the benefit of the doubt, but I need to know what happened. We've been lucky in the past, but after what happened today we can't afford to be so careless anymore."

The tone and look Max was giving him almost shook Ben to the core. Obediently he began explaining everything that happened. Then it was Max's turn and when it was over Ben felt sick all over again. True, there were civilians who were injured in the past during the conflicts, but no one had ever died. Several people had been killed during Ghostfreak's little rampage. The creature had little to no care about human life and the memories of that began flooding Ben's mind. There was the possession of the truck driver, who died when the windshield of his truck was blasted by Kevin's companion's power. Then there were those who died in the car crashes or the other methods that Ben forced himself not to think about.

Guilt! Why did he have to go for that stupid walk? It didn't matter that Max assured him that stopping Kevin and his accomplice what they were doing saved lives. People still died. _'Those mineral compounds could have been used for some dangerous explosives. I know this is hard for you to hear Ben, but we can't save everyone. During my life as a Plumber I've lost some good friends. The only thing we can do is to is to not drop into depression and making sure that the people responsible are brought to justice and to make sure they can't hurt anyone ever again.'_

Justice? Kevin's unnamed companion slipped away during the confusion and the last he saw of Kevin, he was taken away in an ambulance. How could things have gotten out of hand? What was he supposed to do? What would happen the next time he would need to use the Omnitrix and he freed Ghostfreak. What happened if he hurt people? What happened if he went after Gwen? No! He wouldn't let that bastard touch her. He would die before he let that happen. He needed to seal or get rid of Ghostfreak. He needed to contact the maker of the Omnitrix, Azmuth.

"Ben…" Ben opened his eyes, the sight of Gwen filling his vision. He could see it in her eyes. She was concerned. He swallowed, his mouth went dry, and he did his best not to lose control of his emotions. He was startled when Gwen suddenly hugged him. The sensation of her warmth relaxed him. For the time being his fear subsided.

"It's going to be okay. We'll get through this as we always have. Together." She assured him.

Ben didn't say anything and simply hugged back. Right now he took comfort in Gwen's words and for the rest of the moment simply just wanted to forget.


	5. Things Change!

Bwen forever

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Bwen

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Adopted from Jerex

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Story Start

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Ben found himself unable to sleep. Ever since the incident with Ghostfreak Ben found himself unable to sleep. He would spend hours sitting up in bed, staving off the nightmares of a dark future. Though there was one constant reminder that encouraged him to fight.

Gwen.

He watched her for a moment and closed the door of the rustbucket quietly behind him, shutting out the cold wind.

She looked so peaceful when she was asleep. His eyes ran over her beautiful attributes. The cute little flare she did with her nose when angry. How she would push a strand behind her ear when she was frustration. Her lips…they mocked him every time they said a word to him.

There was a time where he missed they would disappear altogether. Now all he could think about what it would be like to taste them. No wonder Gwen rebuffed his advance. Here he was thinking about her lips like some pervert.

After a quick run about as XLR he returned to the rustbucket. Ben reluctantly glanced back at the redhead and found her shivering in her sleep. He reached for the blanket from his bunk and draped it over her.

Gwen smiled softly in her sleep.

Ben tried unsuccessfully to shake off a blush. He wanted to kiss her so much. He knew he could never have her. How could he said he love her yet put her in such danger? When you loved someone you didn't threaten their lives.

Ben found that he couldn't help himself as he thought about kissing her. Just one peck and he could suffer from her unending wrath later.

He felt his mouth go dry as he looked back at her. His breath caught in his throat, his stomach churned, and he felt dizzy. It was a combination of still feeling weak from getting over his sickness, fear, and other emotions he was unfamiliar to.

He inched closer to the sleeping girl and finally got the nerve. With one painfully slow movement, he kissed her. It was like nothing he could have imagined. Her lips were smooth and tasted of strawberries. Most likely her lip gloss. He pulled back and took a deep breath, a grin reaching from ear to ear. If she ever found out she probably…no definitely killed him. But at least he could die happy.

Ben got in his own bunk and hell asleep.

Gwen woke up with a start. She had just had a nightmare about losing Ben to Ghostfreak. She sat up and realized something didn't felt like. She pulled away after her covers to realize there was an extra layer of blanket. She moved from her bed to glance at Ben.

He was sleeping peacefully with a goofy smile plastered on his handsome face. Gwen blanched from a moment as a blush adorned her cheeks. Handsome?

Well, she supposed when Ben wasn't being immature he had a sort of boyish charm to him. Despite his bravado she knew Ben was a good person who enjoyed helping people. He had a bit of an ego sure, but that never stopped him from doing what was right.

She sighed, wondering why he had to confess. Now things were a bit odd between them and she was unsure of her feelings. Gwen shook her head; there was no point worrying over such things. They had larger concerns then romantic drama like…like Ghostfreak.

Gwen couldn't help but shudder. She'd be lying if she said she was unafraid of that monster. After all he possessed her once and almost forced her to commit suicide. She had close calls before, but that one was so personal. She was a prisoner to her own body and there was nothing she could do. She remembered the nightmares she had for weeks and how she took them out on Ben. And during their next encounter with Ghostfreak she took out her fear on Ben in fits of anger, unfairly yet subtly blaming him.

_'I…I should apologize.'_ She thought. She began wondering, if that rough patch that soon began to develop was because she subconsciously blamed Ben for everything that happened. True he didn't help the situation and she wouldn't ignore those times he was really acting like a child, but she wasn't helping in the situation either. _'All those times I insulted or put him down. I knew how he would reacted. Instead of helping him or suggesting a better alternative all I did was insult and egg him on. So much for me being the mature one.'_ She thought.

She gave him a quick kiss on his cheek. His skin was soft and his cheekbone was a bit firm. Then again sort of kids their age into sports they were remarkably fit for their ages. With that she returned the blanket and got back into her bunk and soon went to sleep.

Ben let out a yawn and stretched his four limbs as he stepped out of the Rustbucket. What time was it? He glanced at the clock back inside the Rustbucket. 'Seven? Man I woke up early.' He thought but then noticed something. Where was Gwen at? He knew she liked to get up early, but this was unusual.

He shrugged his shoulders. Oh well, guess he could go for a walk. Ben smiled indulgently as the wind brushed through his hair. He couldn't remember the last time he simply just enjoyed a morning air filled her lungs rapidly before going back out and then back in again. What a feeling! A familiar shape caught his eye in the distance and he skidded to a halt. What was Gwen doing in the woods out this far?

Gwen sat down on the edge of the creek and had her hand out. Gwen muttered something unintelligible and water began rising. In her other hand was the spell book she got from Charmcaster.

Quietly Ben snuck up behind some bushes as he spied on Gwen. He didn't know why he simply just walked up and asked her what she was doing, but a part him realized that there must have been a reason Gwen was out there. He watched in awe as she continued to control the water. Causing it to move and swirl at the command of her finger movements. Minutes seemed to pass before Gwen was finally finished with the spell.

It was at that moment Ben decided to make his presence known. "Gwen."

The red-head found herself a bit startled before realizing it was Ben. "Hey Ben, aren't you up early?"

"I could say the same to you." An awkward silence coursed between them. "That new spell of yours was amazing."

"Thanks."

"Ben…"

"Gwen…"

Both pause unsure on what to say or how to react in the situation.

"So, what do we do now?" Ben asked as Gwen looked at him while pondering his question. What would they do now? All Gwen knew was that things from now on were different and only time would tell how things would play out.


End file.
